Latest News

ITALEAF:  TerniEnergia, Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due 2019”

• The Noteholders’ Meeting expressed the approval to the share capital increase of TerniEnergia SpA, with the exclusion of option rights pursuant to Article 2441, paragraph 4, of the Italian Civil Code which is reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company engaged in the trading and energy efficiency
• The General Meeting approved the amendments to the financial covenants provided pursuant to art. 8 (vii) of the Terms and Conditions of the Notes, to support the repositioning of the TerniEnergia Group’s business

TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management and part of the Italeaf Group, listed on the Star segment of Borsa Italiana, announces that on October 11, 2014 the Noteholders’ Meeting of the bonds “TerniEnergia Euro 25,000,000.00 Notes due”, for a total amount of 250 non-convertible bonds with a nominal value of Euro 100,000.00 each, issued by the Company with resolution dated January 27, 2014 – expressed the approval, in accordance with the Terms and Conditions of the Notes, to the the share capital increase with the exclusion of option rights pursuant to Article 2441, paragraph 4, of the Civil Code reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 of TerniEnergia shares, to refine, through a contribution in kind, the acquisition of 100% of Free Energia, a company active in the trading and energy efficiency, as extraordinary transaction whose value exceeds the 15% limit of the outstanding corporate capital of the Company.

The Noteholders’ Meeting approved the amendments to the financial covenants, required by the Company pursuant to article 8(vii) of the Terms and Conditions of the Notes, as follows:

– from 6 February 2016, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal to or greater than 2.0X;

(ii) Net financial debt / EBITDA: equal to or less than 7.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 4.0X;

– from 6 February 2017, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal to or greater than 2.25X;

(ii) Net financial debt / EBITDA: equal to or less than 6.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 3.50X;

– from 6 February 2018, in every semi-annual and annual balance sheet:

(i) Interest Coverage Ratio equal or greater than 2.50X;

(ii) Net financial debt / EBITDA: equal to or less than 5.0X;

(iii) Net financial debt corporate / EBITDA : equal to or less than 3.25X.

The amendments to the financial covenants to support the repositioning of the TerniEnergia Group’s business, through the acquisition of Free Energia SpA, aims to achieve the following objectives:

– The implementation of financial and operational synergies to plan a growth strategy, focused on developing business highly complementary to those of existing TerniEnergia;

– A significant increase and diversification of the Group’s turnover;

– The expansion of the scope of core activities, with the integration in the value-chain of services technologically innovative;

– the enhancement of the portfolio with a strong brand, which grew more than the market average, in a very competitive category;

– The development of strong cross-selling business opportunities in the fields of energy efficiency and energy sales;

– The maximization of economic returns associated with the integrated activities of production, management and sale of energy, thanks to the strong expansion of the sales network for services in energy savings;

– Entry into the promising market of the management and sale of services to certified vegetable oil burning power plants, a sector in which Free Energia aims to achieve a national leadership.

TerniEnergia, a company incorporated in September of 2005 and part of Italeaf Group, operates in renewable energy sector and is active in the photovoltaic field. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

TerniEnergia, through its controlled company Lucos Alternative Energies, operates in the development of energy efficient plants both through EPC scheme and FTT scheme (Financing Through Third Parties), pursuing the objectives of increasing energy production from renewable sources, of energy saving and reduction of emissions as set forth by environmental European policy.

TerniEnergia is listed on STAR segment of Borsa Italiana S.p.A.

Press Release_TE-2014-10-13

Green Tales, an Italeaf incubated company, will be protagonist of the European Edition of the Maker Faire Rome,  the largest event in the world of innovation, an exhibition devoted to professional makers and to all the the families  that focuses on creativity and inventiveness in addition to being the celebration of the “Maker Movement”.
The Maker Faire is the place where the innovators of the third millennium show the projects they’re working on and share technological knowledge and craftsman.

1101 Chaotic Robots – is the project developed by Green Taleas and the Haklab Terni to the Maker Fair http://www.makerfairerome.eu/project/1101-chaotic-robots-145/
Green Tales & Hacklab Terni
Green Tales is an innovative start-up founded in 2013, digital workshop offering custom 3D printing and prototyping.The Hacklab Terni is a center for peer learning and sharing knowledge, since 2011.

• Signed an agreement for the supply of multicopter SR-SF6 for the project “Belvedere in the City” of Telecom Italia and Expo 2015 Milan
• Through video footage edited by Fidogroup through the Skyrobotic drones will be possible to follow the progress of the construction site of the Universal Exhibition
• The strategic partnership with Fidogroup allowed to integrate into the Skyrobotic unmanned aircraft system the most advanced technologies of video capture with 4K standard
• Thanks to this application, Skyrobotic become the industrial reference for the market of filming, broadcast and video streaming

Skyrobotic, active in the design, development and industrial production of unmanned aerial systems (drones) and part of Italeaf Group, and Fidogroup, a leader in the field of ICT services with a focus on technologies for communication and events, signed a agreement for the supply of multicopter SR-SF6 for the project “Belvedere in the City” of Telecom Italia and Expo 2015 Milan.

From September, anyone can follow the progress of the works on the construction site of the Universal Exhibition. Every week in Expo Gate, which will become the “panoramic viewpoint” on the exhibition site into Milan town, and on the web pages and social channels of Expo 2015, will be showed the videos captured by the Skyrobotic SR-SF6 drone in the construction sites area, thanks to the integration with the Fidogroup technologies of video capture.

The agreement was presented at the Triennale of Milan as part of the opening ceremony of the new multi-functional space TIM4Expo, which has the objective of promoting innovation and previews of services and solutions designed for the Universal Exhibition.

Michele Feroli, Managing Director of Skyrobotic, commented:

“The SR-SF6 drones used have six rotors in electric propulsion, high efficiency and are controlled by the last generation of autopilots developed by SkyRobotic, that is able to supply advanced automatic features in the video footage in real time. The SkyRobotic UAS has, among other things, a termination solution of the flight with redundant systems, the ability to define “No Fly Zone” and a whole host of features to ensure maximum safety of the flight in any operational scenario. The SR-SF6, in the specific configuration for the reliefs of Expo, is equipped with a system of payload stabilized and protected from the vibrations capable of accommodating cameras, especially cameras with 4K standard, infrared sensors and other systems for the detection of environmental characteristics. The system is capable of displaying video transmission to ground of the image taken by the camera on board to allow the correct composition of the shots. Thanks to a partnership with Fidogroup and Telecom Italia, we were have developed a strong integration between the 4G LTE standard for the communication of high speed data access, streaming video to ground and the core infrastructure of the drone. The effect you get is very spectacular and allows the development of solutions based on technologies Skyrobotic able to provide a high value-added applications in broadcast and film“.

Giovanni Cicu, CEO of Fidogroup, stated:

“With this transaction we confirm our leadership in next-generation services at support of the most important media events, institutional, financial, sports and communications, in Italy and in the World. For the “Belvedere project in the city”, we used a system of production to 4K video, which enables the production of video content with a resolution 4 times higher than standard Full HD, with the ability to build and deliver movies with infinite detail, quality and flexibility“.

For the realization of the video, Skyrobotic used a Panasonic LUMIX 4K camera that allows the best combination of the weight of the payload, image quality and performance of the unmanned aircraft system. The video capture activity was made in compliance with the relevant legislation, and the Italian Civil Aviation Authority regulations with the highest considerations for safety, reliability and risk mitigation.

The videos made with the Skyrobotic drones will be viewed within TIM4Expo, that is a space of 120 square meters which is a meeting point for all partners and that can also be used for exhibitions, cultural events, meetings on the topics of food, sustainability and excellence of Made in Italy. It is a technology showcase, a place of information and experimentation that will allow people to discover and share your entire digital eco-system of Expo Milano 2015 and to have an overview of the main innovative solutions that will be used in the future.

Updates from the construction sites of Expo Milano 2015 thanks to the Skyrobotic (a Italeaf company) drones and the project “Belvedere in the city.”
Until April 2015, every week, a drone will start from a pitch site located in the Exhibition EXPO 2015 and will fly at different heights the yard, taking up the progress of work. Recording, or sending images in the case of direct, will take place with the camera attached in 4G LTE TIM provided by Fidogroup.

• The board of directors approves the proposal of a capital increase with the exclusion of the option rights, reserved to the shareholders of Free Energia SpA, through the issuance of new ordinary shares up to n. 6,637,168 to complete the acquisition of 100% of Free Energia, a company active in the trading and energy efficiency sectors
• The issue price of the new shares, proposed by the Board of Directors to the Extraordinary Shareholders Meeting, amounts to Euro 2.26 per share
• Turnover of the transaction amounts to Euro 15 million for 100% of the shares of Free Energia
• The Board of Directors verified the requirements of independence and professionalism of the expert appointed to write the appraisal report, dr. Luigi Tardella, partner of Ambers & Co.
• The Chairman and CEO, Stefano Neri, received the mandate to convene an extraordinary Shareholders’ Meeting and the Bondholders’ Meeting to approve the capital increase
• The Chairman and CEO, Stefano Neri, received the mandate to convene the ordinary Shareholders’ Meeting to approve the buy-back plan

The Board of Directors of TerniEnergia SpA, a company active in the fields of renewable energy, energy efficiency and waste management, listed on the Star segment of Borsa Italiana, with reference to the press release dated August 4, 2014, has approved today the proposal to the Extraordinary shareholders’ Meeting of a capital increase, with exclusion of the option rights, reserved to the shareholders of Free Energia SpA, for the acquisition of Free Energia, pursuant to the art. 2441, paragraph 4, of the Italian Civil Code. The Chairman and CEO of TerniEnergia, Mr Stefano Neri, stated: “Thanks to this transaction, TerniEnergia takes another step towards the establishment of one of the most important independent Italian group into the smart energy sector, active in the integrated business of renewable energy, energy efficiency and waste management. The extraordinary Shareholders’ Meeting and the Bondholders Meeting will be convened in the first half of the month of October 2014, to give the green light to the acquisition of Free Energia”. Share capital ncrease The capital increase in tranche will be subscribed through contribution in kind, with the exclusion of option rights, through the issue up to no. 6,637,168 of new no par value ordinary shares. The proposed issue price is equal to Euro 2.26 per share, of which Euro 1.26 per share by way of premium. Following the capital increase, the share capital of TerniEnergia will be, therefore, from Euro 50,529,680 to a maximum of Euro 57,166,848. The capital increase may be paid up by the contribution of n. 3,375,152 shares, representing 100% of the share capital of Free Energia SpA, or representing a lesser percentage if it were transferred a smaller number of shares of Free Energia, on the understanding that the contribution will concern shares for at least a percentage equal to 93.52% of the share capital. Consequently, will be assigned to the subscribers at least n. 6,207,080 shares, attributable to each Free Energia shareholder in proportion to the shares the same transferred. Following this transaction, the Shareholders of Free Energia, due to the shares of TerniEnergia they will receive in exchange for the contribution in kind, will hold a cumulated market share of about 15% of the share capital of TerniEnergia post-share capital increase. To determine the issue price, the Board of Directors of TerniEnergia has relied on the advice of Power Capital, as financial advisor. The price proposed by the Board for each newly issued share, equal to euro 2.26, is higher than the net book value per share of the Company and also is higher than the weighted arithmetic average of the share price of the last semester. The transaction is subject to a number of conditions precedent, including the positive pronouncement of some subjects such as banks and bondholders of the Company, the resolution by the extraordinary Shareholders Meeting of TerniEnergia of the capital increase to subscribe through the transfer of the newly issued shares, the authorization by Consob to publish a prospectus for listing of the Shares to be issued by TerniEnergia. The conditions precedent have to occur before December 31, 2014. Reasons for the transfer, expected benefits and impacts on the management programs of TerniEnergia The reasons for the transaction can be summarized as follows: –        Downstream integration of the energy value chain of TerniEnergia with the new business of energy trading, towards electric consumer customers and consolidated re-sellers, and of smart energy services, that are growing rapidly and with considerable development opportunities. These new activities will be added to those of photovoltaic power generation, guaranteed by the assets owned by TerniEnergia, and the industrial scale energy efficiency, through the subsidiary Lucos Alternative Energies; –        Integration among the electric utility industry and the digital one; –        Entry into the promising market of the management and sale of services to vegetable oil burning power plants sector, in which Free Energia aims to achieve a national leadership. In particular, the choice to proceed with a capital increase by contribution in kind, is dictated by the following reasons of convenience: –        No cash payment for TerniEnergia; –        implementation of financial and operational synergies to start a new growth strategy, focused on developing highly complementary business between TerniEnergia and Free Energia. Report pursuant to art. 2441, comma 6, of the Italian Civil Code The report of the Board of Directors prepared pursuant to art. 2441, comma 6, of the Italian Civil Code,  and to the articles 70, comma 3, 3 and 125-ter of CONSOB Regulation 11971/99, together with the report of the independent expert in charge of the evaluation of Free Energia SpA share value and the opinion of the independent auditors PricewaterhouseCoopers SpA on the fairness of the issue price of the shares, will be made available to shareholders accordance with the law. Requirements of independence and professionalism of the expert responsible to evaluate the shares of Free Energia SpA subject to transfer in the share capital of TerniEnergia following the related share capital increase The Board of Directors of TerniEnergia conducted the assessment on the existence of the requirements of independence and adequate and proven professionalism of dr. Luigi Tardella, partner of Ambers & Co., as the person in charge of the transferring company Free Energia SpA, for the evaluation of estimation of the share transferred as part of the acquisition of Free Energia referred to the Investment Agreement signed in August 1, 2014. The assessment by the Board of Directors concluded with the confirmation of the existence of the requirements of independence and adequate and proven professionalism of that expert, pursuant to art. 2343-ter, comma 2, letter. b) of the Italian Civil Code. Calling of the Bondholders’ Meeting The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Bondholders’ Meeting, pursuant to art. 12 of the Bond TerniEnergia 2019 Regulations, to vote on the approval of the acquisition of Free Energia. Calling of the Ordinary and Extraordinary Shareholders’ Meeting of TerniEnergia The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Extraordinary Shareholders’ Meeting of of TerniEnergia to decide on the the share capital increase for the acquisition of Free Energia. The Board of Directors has determined to give mandate to the Chairman and Chief Executive Officer, Mr. Stefano Neri, to call the Ordinary Shareholders’ Meeting to vote on the plan for the purchase of own shares (buy-back), already approved by the Board on March 31, 2014.   This press release is also available on the Company’s website:www.ternienergia.com.   TerniEnergia, a company incorporated in September of 2005 and part of Italeaf, operates in renewable energy sector and is active in the photovoltaic field. TerniEnergia operates as system integrator, with a turn-key offer of industrial sized photovoltaic plants, on behalf of third parties and on its own, for the Power Generation business, also through joint venture companies with leading national players. TerniEnergia operates in the waste management sector, recovery of the material and energy, development and production of technologies. In particular, the Company is active in the recovery of tires out of use, in the treatment of biodegradable waste through the implementation of biodigesters, management of plant for the biological depuration; decommissioning of industrial plants, recovery of demolition metals and cleaning of industrial sites; development and production of technological apparatus.

The President Stefano Neri: “A historic day for the Italian industry innovation. Our Company ‘active in cleantech and smart innovation opens up a new market for investors with high interest in social responsibility’.

Stockholm, September 4, 2014 – Italeaf, holding and first Italian company builder active in cleantech and smart innovation, announces today that were started trading on the MTF NASDAQ OMX First North Stock Exchange

Stockholm. In the opening action did a performance of + 2%.

“Italeaf ‘the first Italian company to land on the Swedish market – said the president Stefano Neri – a choice made for a number of reasons: the sensitivity of the Nordic investors for clean technologies, innovation and social responsibility, first and foremost. Our Company ‘opens a new promising market for that Italian industry who wants to compete on the global scene with an innovative vision. We are particularly pleased with the interest that Nasdaq OMX has had in our project and we hope to get, thanks to the support of this platform, an important contribution to the process of creating value for our shareholders. ”

The placement price and the First North was 2.5 euro per share.

The goal of Italeaf now is to continue to deliver value, widening the shareholder base and increasing the exploitation of a brand that is a candidate to be an attractive factor for new business and startups in the areas of high in innovation, technology and environmental fallout .

The intention of the Group, which controls in addition to TerniEnergia (company ‘listed on the STAR segment of the Italian Stock Exchange) also others startups like Greenled Industry (production of LED lamps for power), Skyrobotic (mini and micro drones in class for use in civil and commercial) and Wisave (internet of things for energy efficiency and thermal) is to propose a new business model that sinks, however, its roots in the technological capabilities of the Made in Italy, by hooking the megatrend of cleantech and the convergence between digital and manufacturing .

Yesterday a delegation of the management of the Company ‘, composed of the President Stefano, Managing Director Monica Federici, the board of directors Ivano Emili, CFO Philip Calisti and the responsible development and corporate communications Federico Zacaglioni, was received by the Italian in Sweden, SE Elena Basile, and she ‘congratulated for their success and for the process of internationalization that Italeaf is finalizing.

Italeaf published a Description Company which was approved by NASDAQ OMX and which is available on the Company’s website: http://www.italeaf.com/wp-content/uploads/2014/07/CompanyDescription-ItaleafSpA.pdf and on the site Internet Mangold: http://mangold.se/Mangoldonline/uploads/news/CompanyDescription-ItaleafSpA.pdf

Press Release_2014-09-04

Interview with Italeafs CEO Monica Federici

• In July 2014 Italeaf S.p.A.’s (“Italeaf” or the “Company”) carried out a private placement of MEUR 2 in order to broaden the shareholder base and therefore creating the necessary free float needed for listing on NASDAQ OMX First North (the “Offer”).
• The Offer was subscribed to approximately 55.5 percent, all paid in cash. Italeaf was provided with approximately MEUR 1.1 before issue costs and got 71 new shareholders.
• A total of 444,000 shares were issued under the Offer, at a subscription price of EUR 2.5 per share.

Italeaf carried out a private placement in July 2014 (the “Offer”). The Offer was subscribed to approximately 55.5 percent, all paid in cash. A total of 444,000 shares were issued under the Offer. Italeaf was provided with approximately MEUR 1.1 before issue costs.

The Offer was made in order to broaden the shareholder base and therefore creating the necessary free float needed for listing on NASDAQ OMX First North. With 71 new shareholders the Offer was a success.

The number of shares in Italeaf increased by 444,000. The share capital increased by EUR 444,000. After the Offer the total number of shares amounts to 15,444,000. After the Offer Italeaf’s share capital amounts to EUR 15,444,000.

The company description has been updated with this information and is available on Italeaf’s website http://www.italeaf.com/wp-content/uploads/2014/07/CompanyDescription-ItaleafSpA.pdf and on Mangold’s website, http://mangold.se/Mangoldonline/uploads/news/CompanyDescription-ItaleafSpA.pdf.

Press Release_Issue Result 2014-09-03

Italeaf S.p.A. (“Italeaf”) has been approved for trading on NASDAQ OMX First North. The first day of trading on NASDAQ OMX First North is Thursday, 4 September 2014.

The shares in Italeaf are represented by Swedish Depository Receipts (SDRs). The SDRs will trade under the ticker symbol ITAL with the ISIN code: SE0006143103.

“Our listing on the NASDAQ OMX First North is a major corporate milestone for our Company and a testament to the tremendous progress we have made over the past few years.” stated Dr. Monica Federici, CEO of Italeaf. “We are an innovative company, and as such, we have chosen a pioneer road: we are the first italian company listed in the Nordic Market, the first to approach the stock exchange with a company builder business model and, at last, the first to turn to investors who believe in environmentally sustainable technology investments. We believe that the listing on NASDAQ will help broaden our shareholder base, increase appeal to institutional investors, provide us with better liquidity and ultimately contribute to increasing shareholder value”.

The Company has published a company description that has been approved by NASDAQ OMX and is available on Italeaf’s website http://www.italeaf.com/wp-content/uploads/2014/07/CompanyDescription-ItaleafSpA.pdf and on Mangold’s website, http://mangold.se/Mangoldonline/uploads/news/CompanyDescription-ItaleafSpA.pdf.

Certified Adviser

Mangold Fondkommission AB will act as the Certified Adviser for Italeaf on NASDAQ OMX First North.

For further information please contact: 
Filippo Calisti

CFO – Italeaf S.p.A.

E-mail: calisti@italeaf.com

Mangold Fondkommission AB

Tel. +46 (0)8 5030 1550

info@mangold.se

Press Release_Company Description_Italeaf_2014-09-01

• Revenues of 21.5 million (Euro 31.7 million as at June 30, 2013)
• EBITDA of Euro 9.8 million, +72% (Euro 5.7 million as at June 30, 2013)
• Ebitda Margin 45.5% (18% as at June 30, 2013)
• EBIT of Euro 6 million, +99% (Euro 3 million as at June 30, 2013)
• Net Profit of Euro 1.2 million (Euro 5.4 million as at June 30, 2013)
• NFP of Euro 152.8 million, Euro 11.6 million of which in short time (Euro 135.2 million as at 31/12/2013, Euro 18.2 million of which in short time)
• Net Equity amounted to Euro 50.4 million (53.9 million as at 31/12/2013)
• Following the signing of the investment agreement for the acquisition of Free Energia and the change of the reference scenario, the Board of Directors considers outdated the industrial plan “Discover the new green era” and gives the green light to the strategic review
• Confirmed the aim of a significantly reduction of the NFP within the year, through the placement of some photovoltaic assets, mainteining the industrial management

The Board of Directors of TerniEnergia, a company active in the renewable energy fields, energy efficiency listed on Star Segment of Borsa Italiana, approved today the interim financial report as at June 30, 2014.

Stefano Neri, Chairman and CEO of TerniEnergia, commented as follows:

“The first half results show an increase in EBITDA and margins due to increased revenues from power generation and positive contribution of the environmental sector, against of a drop in revenues due to the transition phase related to the development of photovoltaic EPC activities in South Africa. Following the forthcoming revision of the national incentive system for PV plants, planned by the Italian Government, being converted into law by the parliamentary institutions, the company assumed the determination to consider ended the placement of the closed investment fund “RA – Renewable Assets”. Within the year, however, TerniEnergia intends to occur a range of opportunities to enhance the value of some photovoltaic assets. This prospective transaction can allow a consequent significant reduction in the NFP. The signing of the investment agreement for the acquisition of Free Energia, in the case of success of the transaction, will also entail a strategic realignment of the Group. This will produce a significant increase and diversification of revenues, the expansion of the scope of core activities, with entry into the new business of electricity trading and the management and sale of services to the central vegetable oil, the integration in the value chain of innovative services with high technological content, the development of strong business opportunities of cross-selling in the areas of energy efficiency and energy trading. Because of this changing scenario, TerniEnergia considers updated the business plan 2014-2016 “Discover the new green era” and intends to launch a comprehensive strategic review and an update of its objectives and quality targets, through the presentation of a new consolidated business plan, after the acquisition of Free Energia, highlighting the visibility of growth in the medium term and ensuring the creation of value for shareholders”.

Consolidated results as at June 30, 2014

The Net revenues amounted to Euro 21.5 million (Euro 31.7 million as at June 30, 2013) with a decrease in prevalence attributable to the drop of the revenues from photovoltaic EPC. The contribution of the environmental sector and the power generation activity, characterized by high margins and a long-term visibility, is equal to approximately 54% of total revenues in growth compared to the same period of 2013 (24% ).

The EBITDA amounted to Euro 9.8 million (+72%) compared to Euro 5.7 Million recorded as at June 30, 2013. The EBITDA Margin was 45.5%, with a significant increase compared to the same period of 2013 (18%)

Net operating income (EBIT) amounted to Euro 6 million (Euro 3 million as at June 30, 2013), an increase of 99%, after amortization, depreciation and provisions amounted to Euro 3.7 million (Euro 2.7 million as at 30 June 2013).

Net income amounted to Euro 1.2 million and includes the share of profit generated from the activity of JV. Net income as at June 30, 2013 was Euro 5.3 million, result that benefited of income from extraordinary transactions resulting from the consolidation of the companies previously held in JV.

The Net Financial Position amounted to Euro 152.8 million (Euro 135.2 million at 31/12/2013). The non-current net financial position is Euro 141.2 million, and includes the the bond issue carried out in February 2014. The short-term NFP is Euro 11.6 million. The NFP at 31/12/2013 amounted to Euro 135.2 million.

The net equity amounted to Euro 50.4 million (Euro 53.9 million at 31/12/2013), while the Fixed Assets amounted to Euro 178.6 million, of which € 159.7 million related to tangible fixed assets. The short-term NFP/net equity ratio, equal to 0.23x improves appreciably and constantly, consolidated in full security area.

Industrial results as at June 30, 2014

The total number of photovoltaic plants built by TerniEnergia from the beginning of its activity is equal to 273, with an aggregate capacity of approximately 284.1 MWp (33.3 MWp in full ownership and 5.8 MWp in joint venture for the Power Generation activity). Moreover, are connected to the grid biomass plants for a total of 1.5 MWe and 2 MWt.

The total energy production of the full ownership and joint ventures plants for the power generation business, in the first half was equal to about 24 million kWh. For the full year 2014 it is estimated that the PV assets owned by the Company will ensure a production of over 60 million kWh. In the environmental sector are operating a treatment and recycle plant of end of life tires (ELTs), the GreenAsm biodigestion and composting plant and finally the groundwater remediation plant in Nera Montoro (TR).

SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE PERIOD

July 2, 2014: TerniEnergia has exercised the call option on the 30% of Lucos Alternative Energies, granted by the shareholders by the agreements entered into on August 10, 2011, completing the acquisition of the 100% sharecapital of the ESCO UNI CEI 11352 certified company. The price for the transaction is equal to Euro 1.952 million and the payment was entirely financed by cash.

July 9, 2014: TerniEnergia won a national tender organized by Ecopneus scpa, the no-profit company for the tracking, collection, treatment and final destination of End of Life Tires (ELT) created by the major tire manufacturers operating in Italy, for the ”granulation/crushing activities of ELTs (ERC 160 103) for the period 2015-2017”. TerniEnergia can receive in Nera Montoro (TR) plant up to a total of 15,000 tons of PFU delivered only by Ecopneus for a three-year aggregate revenues of Euro 4.1 million.

July 10, 2014: TerniEnergia is the award winner of “Company to watch 2013”. The recognition is awarded every year by Databank (a Group Cerved division specialized in consulting services and marketing solutions) to the companies that have distinguished themselves in a deepened selection process, the result of both quantitative and qualitative analysis. TerniEnergia has been acknowledged as the company more virtuous and best-performing in 2013 in the field of panels and solar systems.

July 31, 2014: TerniEnergia has signed two definitive agreements for the EPC (engineering, procurement and construiction) and O&M (operation and maintenance) activities with a primary European utility for the construction in South Africa of two industrial size PV plants for the total power capacity of 148.5 MWp. In particular, the contracts following the framework agreements communicated to the market on October 31, 2013, and concerned the installation by TerniEnergia Projects PTY Ltd, a South African subsidiary of TerniEnergia, of two photovoltaic plants with “EPC Contract” (turnkey) with the supply of panels and inverters, respectively, in  Paleisheuwel for an installed capacity of 82.5 MW and in Tom Burke for 66 MW, for a total consideration of approximately ZAR 2 billion, corresponding to the current exchange rate to approximately Euro 147 million. The effectiveness of the two contracts is subject to the signing of the financial closing between the final customer company and the South African Government (Department of Energy).

August 4, 2014: TerniEnergia, and Italeaf, majority shareholder of TerniEnergia, signed an investment agreement for the acquisition of 100% of the share capital of Free Energia S.p.A. with the representative shareholders of the Company, Umberto Paparelli, Pierluigi Cernieri and Salvatore Pelleriti, who acted also on behalf of some remaining shareholders of Free Energia S.p.A. Free Energia, a company that in 2013 had revenues for Euro 100 million, and that in the first half of 2014 recorded a turnover of € 85 million, with an EBITDA of 3.5 million, operates as an innovative energy trader, with 1.3 TWh of electricity delivered to energy-intensive customers and/or consolidated re-sellers. The structure of the transaction will consist of a capital increase of TerniEnergia, reserved to shareholders of Free Energia  to be subscribed through the contribution of  Free Energia shares. There is no cash outlay.

BUSINESS OUTLOOK

The current market situation is characterized by strong global growth of investments in the photovoltaic and the environmental industry, but there are critical issues arising from the forthcoming revision of the Italian legal system and incentives for renewable energy sources,, the quota restrictions on access to capital, the growth of the size of the plants and the consequent need for a careful and prospective view of financial management of projects.

Because of this changing market, TerniEnergia has diversified its sources of access to capital through the bond issue, has revised its business model from which derives stability of cash flow and growth opportunities resulting from replicability, has diversified the risk country and the counterparty in B2B.

At the same time, precisely because of the rumors of the development of legal and regulatory framework and the start of the parliamentary conversion of the so-called “Tagliabollette” decree, the Company has prudently suspended the transfer of assets to the closed real estate investment fund “RA – Renewable assets”, increasing its ownership of PV plants and maintaining a bouquet assets with very high margins, to be exploited in the case of future opportunities, resulting in a reduction of the NFP.

TerniEnergia confirms, therefore, for the future, a strategy that combines the size of the business, growth and development policy of relations with capital markets and debt.

As a result, the Company expects the following lines of development :

• International Development – In the period 2014/2015 is planned the construction of the projects in portfolio in South Africa for an amount of approximately Euro 147 million. The time schedule of the sites previously announced, which included the opening by the end of August 2014, be postponed for a few months. The date of start will be determined by the South African authorities. The company has also been identified as EPC contractor by a leading utility for a further two potential contracts relating to the so-called IV BID by the South African government that includes the construction of 8 photovoltaic plants with a total capacity of over 500 MWp.

In the short term there are plans to set up a company in partnership with Al Hamed Group, called TerniEnergia Gulf LLC, based in Abu Dhabi, active in the fields of power generation, waste to energy and waste management. By 2014 it is expected to open early sites and the start of construction of a plant for the end of life tires

• Italian Development – Strengthening in the growing sectors of smart energy and energy efficiency. In particular, in the case of a successful completion of the acquisition of Free Energia, it will allows the downstream integration of the value energy chain, adding to the activities of power generation and energy efficiency of industrial scale, even new business of electricity trading, smart energy services, in a phase of high growth and significant development opportunities, and the management and sale of services to the vegetable traced oil burning power plants. The acquisition also will meet a number of strategic TerniEnergia’s target. Free Energia has a volume of estimated revenues for the year 2014 amounted to approximately Euro 170 million. This transaction, along with the acquisition of 100% of Lucos Alternative Energies, will be the basis for a strong growth in energy efficiency and for the enhancement of energy production from renewable sources by the managed plants.
• Strategic development – Focus on business lines with major development, consolidating investments without recourse to new lines of business with lower potential return and growth, where the recent development (EPC, O&M) was based. Concentration on the activity of power generation with the full technological independence and diversification of sources and technologies themselves, to enhance the opportunities for the short term and the coverage requirements of the demand curve. TerniEnergia intends to have a balanced portfolio for each Country in the process of internationalization of PV EPC and environmental business. In particular, continues to conduct intensive scouting activities to promote development projects in the most attractive countries for the installation of large-scale plants.

The Company will also continue the process of strengthening the scope of the environmental asset, completing a new facility for the treatment and recovery of “secondary raw material” from end of life tires in Northern Italy, at Borgo Val di Taro (PR). Finally, will be completed the new plant for the treatment of industrial waste fluids in Nera Montoro (TR), now in an advanced authorization phase, that will intercept a substantial demand in a market segment with high technological content and high growth prospects.

On the financial side, TerniEnergia intends to consolidate the excellent reputation with investors through its own presence on the Stock Exchange in order to candidate itself to be an investment platform for institutional investors, creating conditions, through the stability of cash flows, using the debt in a efficient manner with respect to changes in demand of the market.

FURTHER RESOLUTIONS OF THE BOARD OF DIRECTORS

The Board of Directors of TerniEnergia stated that the proposal plan for the purchase of own shares ( buy-back), will be subject to the same Shareholders’ Meeting to be convened for the approval of capital increase planned for the acquisition of 100% of Free Energia SpA.

Declaration of the Officer responsible for preparing the corporate accounting documents

The Officer appointed for the preparation of accounting and corporate documents, Dr. Paolo Allegretti, states, pursuant to paragraph 2 of art. 154-bis of the consolidated Financial Act, that the accounting information that is contained in this press release corresponds to the results contained in the documents, books, and accounting records.

Deposit of documents

Please note that the Interim Financial Report as at June 30, 2014 of the Group TerniEnergia approved by the Board of Directors of TerniEnergia today, will be available to the public, together with the report of the independent auditors, in the manner and within the time provided by law.

TE-COS_1H2014-07-08-2014(EN)